b Net unrelated business taxable income from Form T, line b 0. Prior Year

Transcription

1 C^ Form 990 Department of the Treasury Internal Revenue Service OMB No Return of Organization Exempt From Income Tax 009 Under section 501 (c), 527, or 4947( a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation ), - The organization may have to use a coov of this return to satisfy state reoortina reaulrements i.. r A For the 2009 calendar year, or tax year beginning, 2009, and ending', 20 B Check dappimbk please C Name of organ ization SOUTHERN HEALTH PLAN, INC. D/ B/A D Employer Identification number Addchange label or use IRS DoingBusinessAs BLUECROSS BLUESHIELD TN COMM. TRUST Nam mange print or Number and street (or P 0 box if mail is not delivered to street address ) Room /surte E Telephone number lnfmlremm See 1 CAMERON HILL CIRCLE (423) Specifi c 1a- cad City or town, state or country, and ZIP + 4 Instruc- X meel bons CHATTANOOGA, TN G Gross receipts $ 5, 112, 525. "te n F Name and address of pnnapal officer CALVIN ANDERSON H( a) Is Itns a group return for Yes X No a"d"q affiliates? 1 CAMERON HILL CIRCLE CHATTANOOGA, TN H(b) Are all affiliates included? Yes No I Tax-exempt status X 501(c ) ( 4 ) (insert no) 4947(a)(1) or 527 If "No.' attach a list (see instructions) J Webslte : H(c)Groupexemptionnumber N/A K Form of organization X Corporation I I Trust Association Other 10, L Year of formation M State of legal domicile TN Summary 1 Briefly describe the organization's mission or most significant activities TO SUPPORT PROGRAMS THAT IMPROVE THE QUALITY OF LIFE IN TENNESSEE AND r TO PROMOTE GOOD HEALTH; IMPROVE THE AVAILABILITY, ACCESSIBILITY AND QUALITY OF HEALTH CARE FOR THE PEOPLE OF TENNESSEE o' 2 Check this box 0- n If the organization discontinued its operations or dlsoosed of more than 25% of its net assets ad 3 Number of voting members of the governing body (Part VI, line 1a) Number of independent voting members of the governing body (Part VI, line 1b) Total number of employees (Part V, line 2a ) Total number of volunteers ( estimate if necessary) a Total gross unrelated business revenue from Part VIII, column ( C), line 12 7a -9, b Net unrelated business taxable income from Form T, line b 0. Prior Year Current Year m 8 Contributions and grants (Part VIII, line 1h) r- 9 Program service revenue (Part Vlll, line 2g) Investment Income (Part VIll, column (A), lines 3, 4, and 7d ) , Other revenue (Part VIII, column ( A), lines 5, 6d, 8c, 9c, 1Oc, and 11e) Total revenue - add lines 8 through 11 (must equal Part VIII, column (A), line 12 ) , Grants and similar amounts paid (Part IX, column (A), lines 1-3) , Benefits paid to or for members ( Part IX, column (A), line 4) Salaries, other compensation, employee benefits ( Part IX, column (A), lines 5-10) a Professional fundraising fees ( Part IX, column (A), line 11e) b Total fundraising expenses, Part IX, column ( D), line 25 ) 0, "' 17 Other expenses ( Part IX column (A), , Total expenses Add Ilnes I , Revenue less expenses Subtract line, m line , 016, 099. r M AR 4 f U Year End of Year 20 Totalassets ( Part X, line16 ) ,417, Total liabilities ( Part X, line 26 ). p^( , Net assets or fund balances Q J1. u ,413,766. F7Mi Signature Block Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete Decla ion of preparer ( other than officer ) is based on all information of which preparer has any knowledge Sign )--. Here I Signature ofofficeill ALU- 6o, GWO-^ ' Type or print name and title Preparer's' Paid signature Preparefs Firm ' s name or ours Use Only if self-employed )Y address, and ZIP +4 ERNST 0-4-4o^ 5-& & YOUNG U.S. LLP 55 IVAN ALLEN JR BLVD SUITE 1000 AT May the IRS discuss this return with the preparer shown above? ( see instructio For Privacy Act and Paperwork Reduction Act Notice, see the separate inst 9E AZ3WW /28/2011 6:09:25 AM

2 Form 990 ( 2009 ) Page 2 Statement of Program Service Accomplishments I Briefly describe the organization ' s mission TO SUPPORT PROGRAMS THAT IMPROVE THE QUALITY OF LIFE IN TENNESSEE AND AND TO PROMOTE GOOD HEALTH; IMPROVE THE AVAILABILITY, ACCESSIBILITY AND QUALITLY OF HEALTH CARE FOR THE PEOPLE OF TENNESSEE. 2 Did the organization undertake any significant program services during the year which were not listed on the prior Form 990 or 990-EZ?,,,,,,,,,,,,,....,,.. q Yes No If "Yes," describe these new services on Schedule 0 3 Did the organization cease conducting, or make significant changes in how it conducts, any program services? q Yes q No If "Yes," describe these changes on Schedule 0 4 Describe the exempt purpose achievements for each of the organization ' s three largest program services by expenses Section 501 ( c)(3) and 501 ( c)(4) organizations and section 4947 (a)(1) trusts are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported 4a (Code ) ( Expenses $ 523,066 including grants of $ 523,066 ) ( Revenue $ a. SEE SCHEDULE 0 FORM 990, PART III, LINE 4A 4b (Code ) (Expenses $ including grants of $ ) (Revenue $ 4c (Code ) (Expenses $ including grants of $ (Revenue $ 4d Other program services (Describe in Schedule O ) (Expenses $ including grants of $ ) (Revenue $ 4e Total program service expenses 523, 066. Form 990 (2009) 9E AZ3WW /28/2011 6:09:25 AM PAGE 2

3 Form 99O E2oo9) Page 3 Na91 Checklist of Req uired Schedules _ 1 Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule A X 2 Is the organization required to complete Schedule B, Schedule of Contributors? X 3 Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes, "complete Schedule C, Part I X 4 Section 501 ( c)(3) organizations. Did the organization engage in lobbying activities? If "Yes," complete Schedule C, Part I Sections 501(c )(4), 501 ( c)(5), and 501 ( c)(6) organizations. Is the organization subject to the section 6033(e) notice and reporting requirement and proxy tax? If "Yes, "complete Schedule C, Part I X 6 Did the organization maintain any donor advised funds or any similar funds or accounts where donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes," complete Schedule D, Part I X 7 Did the organization receive or hold a conservation easement, including easements to -preserve open space, - the environment, historic land areas, or historic structures? If "Yes, "complete Schedule D, Part ll X 8 Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes," complete Schedule D, Part X 9 Did the organization report an amount in Part X, line 21, serve as a custodian for amounts not listed in Part X, or provide credit counseling, debt management, credit repair, or debt negotiation services? If "Yes," complete Schedule D, Part IV X 10 Did the organization, directly or through a related organization, hold assets in term, permanent, or quasi-endowments? If" Yes, "complete Schedule D, Part V X 11 Is the organization's answer to any of the following questions "Yes"? If so, complete Schedule D, Parts Vl, VII, Vlll, IX, or X as applicable X Did the organization report an amount for land, buildings, and equipment in Part X, line 107 If "Yes,"complete Schedule D, Part VI Did the organization report an amount for investments-other-secuntiesm Part X, line 12 that is 5% or more of its total assets reported in Part X, line 167 If "Yes, "complete Schedule D, Part Vll Did the organization report an amount for investments-program related in Part X, line 13 that is 5% or more - of its total assets reported in Part X, line 167 If "Yes, "complete Schedule D, Part Vlll Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets ' reported in Part X, line 167 If "Yes, "complete Schedule D, Part IX Did the organization report an amount for other liabilities in Part X, line 257 If "Yes, "complete Schedule D, Part X Did the organization's separate or consolidated financial statements for the tax year include a footnote that addresses the organization's liability for uncertain tax positions under FIN 48? If "Yes, "complete Schedule D, PartX 12 Did the organization obtain separate, independent audited financial statements for the tax year? If "Yes," complete Schedule D, Parts Xl, Xll, and Xlll X 12A Was the organization included in consolidated, independent audited financial statement for the tax year? Yes No? If 'Yes,' completing Schedule D, Parts XI, Xll, and XIII is optional A X 13 Is the organization a school described in section 170(b)(1)(A)(n)7 If "Yes,"complete Schedule E X 14 a Did the organization maintain an office, employees, or agents outside of the United States? a X b Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, and program service activities outside the United States? If "Yes,"complete Schedule F, Part I b X 15 Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If "Yes, "complete Schedule F, Part II X 16 Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If "Yes, "complete Schedule F, Part X 17 Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 1 le? If "Yes, "complete Schedule G, Part I X 18 Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a7 If "Yes, "complete Schedule G, Part II X 19 Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a7 If "Yes, "complete Schedule G, Part X 20 Did the organization operate one or more hospitals? If "Yes,"complete Schedule H X Yes No Form 990 (2009) 9E AZ3WW / 28/2011 6:09 : 25 AM PAGE 3

4 Form 990 (20D9) Page4 URM Checklist of Req uired Schedules (continued) 21 Did the organization report more than $5,000 of grants and other assistance to governments and organizations in the United States on Part IX, column (A), line 1, If 'Yes, "complete Schedule 1, Parts 1 and I/ X 22 Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2" If "Yes," complete Schedule I, Parts I and X 23 Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization's current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes, "complete Schedule J X 24 a Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002' If "Yes,"answer lines 24b through 24d and complete Schedule K If "No, "go to question a X b Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?... 24b c Did the organization maintain an escrow account other than a refunding escrow at any time during the year to defease any tax-exempt bonds? c d Did the organization act as an "on behalf of issuer for bonds outstanding at any time during the year? d 25 a Section 501(c )( 3) and 501 ( c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes,"complete Schedule L, Part I a X b Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization's prior Forms 990 or 990-EZ7 If "Yes, "complete Schedule L, Part I b X 26 Was a loan to or by a current or former officer, director, trustee, key employee, highly compensated employee, or disqualified person outstanding as of the end of the organization's tax year? If "Yes, "complete Schedule L, Part ll. 26 X 27 Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor, or a grant selection committee member, or to a person related to such an individual? If "Yes, "complete Schedule L, Part X 28 Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions) a A current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV a X b A family member of a current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV b X c An entity of which a current or former officer, director, trustee, or key employee of the organization (or a family member) was an officer, director, trustee, or direct or indirect owner? If "Yes," complete Schedule L, Part IV... 28c X 29 Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M 29 X 30 Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes, "complete Schedule M X 31 Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N, PartI X 32 Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part X 33 Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections and ' If "Yes, "complete Schedule R, Part X 34 Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Parts 11, 111, IV, and V, line I X 35 Is any related organization a controlled entity within the meaning of section 512(b)(13)7 If "Yes," complete Schedule R, Part V, line X 36 Section 501(c )( 3) organizations. Did the organization make any transfers to an exempt non-chantable related organization? If "Yes, "complete Schedule R, Part V, line Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VI X 38 Did the organization complete Schedule 0 and provide explanations in Schedule 0 for Part VI, lines 11 and 192 Note. All Form 990 filers are req uired to com plete Schedule 0 38 X Yes No Form 990 (2009) 9E AZ3WW / 28/2011 6:09 : 25 AM PAGE 4

5 Form ) Statements Regarding Other IRS Filings and Tax Compliance 1 a Enter the number reported in Box 3 of Form 1096, Annual Summary and Transmittal of U S Information Returns. Enter -0- if not applicable a b Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable lb c Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners?,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 2a Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements, filed for the calendar year ending with or within the year covered by this return 2a b If at least one is reported on line 2a, did the organization file all required federal employment tax returns? Note. If the sum of lines la and 2a is greater than 250, you may be required to a-file this return (see instructions) 3a Did the organization have unrelated business gross income of $1,000 or more during the year covered by this return?... b If "Yes," has it filed a Form 990-T for this year? If "No,"provide an explanation in Schedule a At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?... b If "Yes,' enter the name of the foreign country See the instructions for exceptions and filing requirements for Form TD F , Report of Foreign Bank and Financial Accounts 5a Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?,,,,, b Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction? c If "Yes," to question 5a or 5b, did the organization file Form 8886-T, Disclosure by Tax-Exempt Entity Regarding Prohibited Tax Shelter Transaction? a Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible? b If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible? Organizations that may receive deductible contributions under section 170(c). a Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor? b If "Yes," did the organization notify the donor of the value of the goods or services provided?,,,,,,,, c Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282? d If "Yes," indicate the number of Forms 8282 filed during the year.... I 7d e Did the organization, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? f Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? g For all contributions of qualified intellectual property, did the organization file Form 8899 as required?....., h For contributions of cars, boats, airplanes, and other vehicles, did the organization file a Form 1098-C as required?... 8 Sponsoring organizations maintaining donor advised funds and section 509(a )( 3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year? Sponsoring organizations maintaining donor advised funds. a Did the organization make any taxable distributions under section 4966?,,,,,,,,,,,,,,,,,,,,,,, b Did the organization make a distribution to a donor, donor advisor, or related person?,,,,,,,,,,,,,,,, 10 Section 501(c )( 7) organizations. Enter a Initiation fees and capital contributions included on Part VIII, line a b Gross receipts, included on Form 990, Part VIII, fine 12, for public use of club facilities,,, 10b 11 Section 501(c )( 12) organizations. Enter a Gross income from members or shareholders a b Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them ) b 12a Section 4947( a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041? b If "Yes," enter the amount of tax-exempt interest received or accrued during the year. 112b 2b 3a 3b 4a X X No X 5a I I X 5b X 5c 6a 6b 7a 7b 7c 7e 7f 7 7h 8 9a 12a X I-P Form 990 (2009) 9E AZ3WW /28/2011 6:09:25 AM PAGE 5

6 Form 990 ( 2009 ) Page 6 WT&TH Governance, Management, and Disclosure For each "Yes" response to lines 2 through 7b below, and for a "No" response to line 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule See instructions. Section A. Governina Bodv and Management la Enter the number of voting members of the governing body a 3 b Enter the number of voting members that are independent lb 0 2 Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? X 3 Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person?.. 3 X 4 Did the organization make any significant changes to its organizational documents since the pnor Form 990 was filed?... 4 X 5 Did the organization become aware during the year of a material diversion of the organization's assets? X 6 Does the organization have members or stockholders? X 7a Does the organization have members, stockholders, or other persons who may elect one or more members - of the governing body? a X b Are any decisions of the governing body subject to approval by members stockholders or other persons?.... 7b X,, 8 Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following a The governing body? a X b Each committee with authority to act on behalf of the governing body? b X 9 Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization's mailing address? if "Yes,"provide the names and addresses in Schedule a X Section B. Policies (This Section B requests information about policies not required by the Internal 10a Does the organization have local chapters, branches, or affiliates'? a X b If "Yes," does the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with those of the organization? b 11 Has the organization provided a copy of this Form 990 to all members of its governing body before filing the form'? X 11A Describe in Schedule 0 the process, if any, used by the organization to review this Form a Does the organization have a written conflict of interest policy? If "No,"go to line a X b Are officers, directors or trustees, and key employees required to disclose annually interests that could give rise to conflicts? b X c Does the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule 0 how this is done c X 13 Does the organization have a written whistleblower policy? X 14 Does the organization have a written document retention and destruction policy? X 15 Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision? a The organization's CEO, Executive Director, or top management official a X b Other officers or key employees of the organization b X If "Yes" to line 15a or 15b, describe the process in Schedule 0 (See instructions ) 16a Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? a X b If "Yes," has the organization adopted a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and taken steps to safeguard Section C. Disclosure 17 List the states with which a copy of this Form 990 is required to be filed 18 Section 6104 requires an organization to make its Forms 1023 ( or 1024 if applicable), 990, and 990 -T (501 (c)(3)s only) available for public ins ection Indicate how you make these available Check all that apply Own website rl Another's website F Upon request 19 Describe in Schedule 0 whether (and if so, how), the organization makes its governing documents, conflict of interest policy, and financial statements available to the public 20 State the name, physical address, and telephone number of the person who possesses the books and records of the organization 1 CAMERON HILL CIRCLE CHATTANOOGA, TN JsA Form 990 (2009) 9E AZ3WW /28/2011 6:09:25 AM PAGE 6 Yes No No

7 Form 990 (2009) Page 7 Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees 1a Complete this table for all persons required to be listed Report compensation for the calendar year ending with or within the organization's tax year. Use Schedule J-2 if additional space is needed List all of the organization' s current officers, directors, trustees (whether individuals or organizations), regardless of amount of compensation Enter -0- in columns (D), (E), and (F) if no compensation was paid. List all of the organization' s current key employees See instructions for definition of "key employee " List the organization' s five current highest compensated employees (other than an officer, director, trustee, or key employee) who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the organization and any related organizations List all of the organization' s former officers, key employees, and highest compensated employees who received more than $100,000 of reportable compensation from the organization and any related organizations List all of the organization' s former directors or trustees that received, in the capacity as a former director or trustee of the organization, more than $10,000 of reportable compensation from the organization and any related organizations List persons in the following order individual trustees or directors, institutional trustees, officers, key employees, highest compensated employees, and former such persons q Check this box if the organization did not compensate any current officer, director, or trustee (A) (B) (C) (D) (E) (F) Name and Title Average Posdion ( check all that apply ) Reportable Reportable Estimated hours per A = o compensation compensation amount of week n z from from related other 2 o `^ 3 the organizations compensation o organization (W-2/1099-MISC) from the m (W-2/1099-MISC) organization H and related m organizations RON HARR CHAIRPERSON 1.00 X 0 621, ,784. CALVIN ANDERSON PRESIDENT & CEO, BOARD MEMBER 2.00 X X 0 310,692 74,218. WILLIAM YOUNG BOARD MEMBER 1.00 X 0 657, ,811. JOHN GIBLIN ADMIN OFFICER- CFO.30 X 0 932,788 80,328. DANNY TIMBLIN TREASURER 1.30 X 0 279,875 44,406. ALAINE ZACHARY ASSISTANT TREASURER.30 X 0 218,379 38,59 - SHELIA CLEMONS SECRETARY.30 X 0 117,185 50, KATHARINE LAURANCE ASSISTANT SECRETARY 1.30 X ,168 16,132. CHRISTOPHER HUNTER TREASURER 00 X 0 682,790 79,586. VICKY GREGG PRESIDENT AND CEO 00 X 0 2,513,828. 3,673,319. JOHN SHULL SECRETARY 00 X 0 458, , JS, For, 990 (2009) 9E AZ3WW /28/2011 6:09:25 AM PAGE 7

8 Form 990 ( 2009 ) Page 8 93MM Section A. Officers. Directors. Trustees- Key Emnlovees _ and Highest Compensated Emnlovee ', nnhnnprf) (A) Name and title (B) Average hours per week (C) Posmon (check all that apply ) o 3 s o x m x a ER 11 3 = n < = 3 ^s ^ m 3 om m o o z m m m a (D) Reportable compensation from the organization (W-2/1099 -MISC) (E) Reportable compensation from related organizations (W-2/1099-MISC) (F) Estimated amount of other compensation from the organization and related organizations 1b Total 0 6, 862, , 459, 82 2 Total number of individuals (including but not limited to those listed above) who received more than $100,000 in reportable compensation from the organization 0 3 Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1 a? If "Yes, "complete Schedule J for such individual X 4 For any individual listed on line la, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If "Yes," complete Schedule J for such individual... 4 X 5 Did any person listed on line la receive or accrue compensation from any unrelated organization for services rendered to the org anization? If "Yes, "com lete Schedule J for such person 5 X Section B. Independent Contractors I Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization (A) Name and business address (B) Description of services Yes (C) Compensation No 2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 in compensation from the organization 0,S, Form 990 (2009) 9E AZ3WW /28/2011 6:09:25 AM PAGE 8

9 Form 990 (2009) AMEND ED RETURN Page 9 Statement of Revenue (A) (B) (C) (D) Total revenue Related or Unrelated Revenue exempt business excluded from tax function revenue under sections revenue 512, 513, or 514 1a Federated campaigns a b Membership dues b rno E c Fundraising events c cm.g d Related organizations ld oa e Government grants (contributions) le If All other contributions, gifts, grants, Y Lo and similar amounts not included above If C g Noncash contributions included in lines la-if $ o v io h Total. Add lines la-1f.... o Business Code c 2a ALL OTHER PROGRAM SERVICE REVENUE - b Z y E C d e o If All other program service revenue..... a g Total. Add lines 2a-2f Investment income (including dividends, interest, and other similar amounts) Income from investment of tax-exempt bond proceeds Royalties ' 0 (i) Real (u) Personal 6a Gross Rents b Less rental expenses.. c Rental income or (loss).. d Net rental income or (loss) (i) Secunties (H) Other 7a Gross amount from sales of assets other than inventory 9 915, b Less cost or other basis and sales expenses... c Gain or (loss) , d Net gain or (loss) a Gross income from fundraising events (not including $ m of contnbutons reported on line 1c) See Part IV, line a b Less direct expenses b 0 c Net income or (loss) from fundraising events. 0 9a Gross income from gaming activities See Part IV, line a b Less direct expenses b c Net income or (loss) from gaming activities. 0 10a Gross sales of inventory, less returns and allowances a Ila b Less cost of goods sold b c Net income or ( loss ) from sales of inventory. 0 Miscellaneous Revenue Business Code b c d All other revenue e Total. Add lines 1la-1ld Total Revenue. See instructions ; Form 990 (2009) 9E AZ3WW /28/2011 6:09:25 AM PAGE 9

10 Form 990 ( 2009 ) Page 10 OMM. Statement of Functional Expenses Section 501 (c)(3) and 501 ( c)(4) organizations must complete all columns. All other organizations must complete column (A) but are not required to complete columns ( B). (C). and (D). (A) Total expenses Do not include amounts reported on lines 6b, 7b and 106 of Part Vlll. I (B) Program service expenses Grants and other assistance to governments and organizations in the U S See Part IV, line , , Grants and other assistance to individuals in the U S See Part IV, line Grants and other assistance to governments, organizations, and individuals outside the U S See Part IV, lines 15 and _. 4 Benefits paid to or for members., Compensation of current officers, directors, trustees, and key employees Compensation not included above, to disqualified persons (as defined under section 4958 ( f)(1)) persons described in section 4958 ( c)(3)(b)... 7 Other salaries and wages Pension plan contributions ( include section 401(k) and section 403(b ) employer contributions).. 9 Other employee benefits Payroll taxes Fees for services ( non-employees) a Management b Legal c Accounting d Lobbying e Professional fundraising services See Part IV, line and (C) Management and general expenses f Investment management fees , ,792. g Other Advertising and promotion Office expenses Information technology Royalties Occupancy Travel Payments of travel or entertainment expenses for any federal, state, or local public officials 19 Conferences, conventions, and meetings Interest Payments to affiliates Depreciation, depletion, and amortization Insurance Other expenses Itemize expenses not covered above (Expenses grouped together and labeled miscellaneous may not exceed 5% of total expenses shown on line 25 below ) ADMINISTRATIVE-EXPENSE , ,141. :TAXES- AND-LICENSES _ 1,425. 1,425. c NATIONAL-ASSOC-DUES (D) Fundraising expenses d e f All other expenses Total functional expe nses Add lines 1 throu gh 24f 5 9 4, , , Joint Costs. Check here If following SOP 98-2 Complete this line only if the organization reported in column ( B) point costs from a combined educational campaign and fundraising solicitation 9E Form 990 (2009) 5AZ3WW /28/2011 6:09:25 AM PAGE 10

11 Form990 (2009 ) Page 11 ff^ C Balance Sheet (A) Beginning of year (B) End of year 1 Cash - non-interest -beanng,,,,,,,,,,,,,,,,,,,,,,,,. 9, , Savings and temporary cash investments,,,,,,,,,,,,,,,,, 7, , Pledges and grants receivable, net 4 Accounts receivable, net 5 Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees Complete Part II of Schedule L 5 6 Receivables from other disqualified persons (as defined under section 4958 ( 0(1)) and persons described in section 4958(c)(3)(B) Complete Part II of Schedule L 6 7 Notes and loans receivable, net 7 8 Inventones for sale or use 8 9 Prepaid expenses and deferred charges 10 a Land, buildings, and equipment cost or 10a other basis Complete Part VI of Schedule D b Less accumulated depreciation,,..,.,, 10b 10c 11 Investments - publicly traded securities , , 773, Investments - other secunties See Part IV, line Investments - program - related See Part IV, line Intangible assets Other assets See Part IV, line , , Total assets. Add lines 1 throw h 15 must a ual line 34, ,417, Accounts payable and accrued expenses,,,,,,,,,,,,,,,,,, Grants payable,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Deferred revenue Tax -exempt bond liabilities,,,,,,,,,,,,,,,,,,,,,,,,, Escrow or custodial account liability Complete Part IV of Schedule D Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified persons Complete Part II of Schedule L,,,,,,,,,,,,,,,,,,, Secured mortgages and notes payable to unrelated third parties,,, _, Unsecured notes and loans payable to unrelated third parties,,,,,,, Other liabilities Complete Part X of Schedule D,,,,,,,,,,,,,,. 2, , Total liabilities. Add lines 17 throw h 25 2, , 856. Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and Unrestncted net assets 8, ,413, Temporanly restncted net assets,,,,,,,,,,,,,,,,,,,,,, 28 D 29 Permanently restricted net assets,,,,,,,,,,,,,, 29 LL Organizations that do not follow SFAS 117, check here q o and complete lines 30 through 34. a 30 Capital stock or trust principal, or current funds,,,,,, 30 w 31 Paid - in or capital surplus, or land, building, or equipment fund Retained earnings, endowment, accumulated income, or other funds,, 32 Z 33 Total net assets or fund balances,,,,,,,,,,,,,,,,,,,,, 11, 208, , 413, Total liabilities and net assets /fund balances 11, 210, ,417,622. Form 990 (2009) 9E AZ3WW /28/2011 6:09:25 AM PAGE 11

12 Form 990 (2009) Page 12 Financial Statements and Re Yes No 1 Accounting method used to prepare the Form 990 [::] Cash q Accrual [::] Other If the organization changed its method of accounting from a prior year or checked "Other," explain in Schedule 0 2a Were the organization's financial statements compiled or reviewed by an independent accountant?... 2a X b Were the organization's financial statements audited by an independent accountant? b X c If "Yes" to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant's... 2c X If the organization changed either its oversight process or selection process during the tax year, explain in Schedule 0 d If "Yes" to line 2a or 2b, check a box below to indicate whether the financial statements for the year were issued on a consolidated basis, separate basis, or both Separate basis q Consolidated basis q Both consolidated and separate basis 3a As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133? a X b If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule 0 and describe any steps taken to undergo such audits 3b Form 990 (2009) 9E AZ3WW /28/2011 6:09:25 AM PAGE 12

13 SCHEDULE D (Form 990) Internal Retnthe Treasury Internal Revenue Service Name of the organization Supplemental Financial Statements Complete if the organization answered "Yes," to Form 990, Part IV, line 6, 7, 8, 9, 10, 11, or Attach to Form 990. See se p arate instructions. OMB NO X009 Employer Identification number SOUTHERN HEALTH PLAN, INC. D/B/A Organizations Maintaining Donor Advised Funds or Other Similar Funds or AccountsComplete if the organization answered "Yes" to Form 990, Part IV, line 6. (a) Donor advised funds (b) Funds and other accounts 1 Total number at end of year Aggregate contributions to (during year) Aggregate grants from (during year) Aggregate value at end of year Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds are the organization's property, subject to the organization's exclusive legal control? Yes q No Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit?.... 1:1 Yes El No Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7. 1 Pu ose(s) of conservation easements held by the organization (check all ply) Preservation of land for public use (e g, recreation or pleasure) Preservation of an historically important land area Protection of natural habitat th7preservation of a certified historic structure Preservation of open space 2 Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year L^q Held at the End of the Year a Total number of conservation easements a b Total acreage restricted by conservation easements b c Number of conservation easements on a certified historic structure Included in (a).... 2c d Number of conservation easements included in (c) acquired after 8/17/ d 3 Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the tax year 4 Number of states where property subject to conservation easement is located 5 Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? q Yes q No 6 Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year 1 7 Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year 8 Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(I) and 170(h)(4)(B)(ll)? q Yes q No 9 In Part XIV, describe how the organization reports conservation easements in its revenue and expense statement, and balance sheet, and include, if applicable, the text of the footnote to the organization's financial statements that describes the organization's accountin g for conservation easements Mr,M Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets. Complete if the organization answered "Yes" to Form 990, Part IV, line 8 1a If the organization elected, as permitted under SFAS 116, not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIV, the text of the footnote to its financial statements that describes these items b If the organization elected, as permitted under SFAS 116, to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items (i) Revenues included in Form 990, Part VIII, line $ (ii) Assets Included in Form 990, Part X $ 2 If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the following amounts required to be reported under SFAS 116 relating to these items a Revenues Included in Form 990, Part VIII, line $ b Assets Included in Form 990, Part X $ For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990. Schedule D (Form 990) E AZ3WW /28/2011 6:09:25 AM PAGE 13

14 Schedule D ( Form 990) Page Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets(continued) 3 a b C 4 5 Using the organization's acquisition, acces Sion, and other records, check any of the following that are a significant use of its collection items (check all that apply) Public exhibition d Loan or exchange programs Scholarly research e H Other Preservation for future generations Provide a description of the organization ' s collections and explain how they further the organization ' s exempt purpose in Part XIV During the year, did the organization solici t or receive donations of art, historical treasures, or other similar assets to be sold to raise funds rather than to be maintained as part of the organization's collection? F]Yes No Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21 1a Is the organization an agent, trustee, custo dean or other intermediary for contributions or other assets not included on Form 990, Part X? Yes No b If "Yes," explain the arrangement in Part XI V and complete the following table Amount c Beginning balance c d Additions during the year Id e Distributions during the year le If Ending balance if 2a Did the organization include an amount on Form 990, Part X, line 21? Yes No b If "Yes," explain the arrangement in Part XI V Endowment Funds. Complete if organization answered "Yes" to Form 990, Part IV, line 1 1a Beginning of year balance... b Contributions.... c Net investment earnings, gains, and losses d Grants or scholarships e Other expenditures for facilities and programs.... f Administrative expenses.... g End of year balance (a) Current Year (b) Prior year (c) Two years back (d) Three years back (e) Four years back 2 Provide the estimated percentage of the y ear end balance held as a Board designated or quasi-endowment % b Permanent endowment % C Term endowment % 3a Are there endowment funds not in the pos session of the organization that are held and administered for the organization by Yes No (i) unrelated organizations a(i) (ii) related organizations a(ii) b If "Yes" to 3a(ii), are the related organizati ons listed as required on Schedule R' b 4 Describe in Part XIV the intended uses oft he organization's endowment funds r...a...,...a.,...4 o..:^.r.._ a c..,. E.- nnn o...& V I...,. 4n Description of investment 1 a Land b Buildings c Leasehold improvements.... d Equipment e Other ( a) Cost or other basis (investment ) (b) Cost or other basis (other ) (c) Accumulated depreciation Total. Add lines la through le (Column (d) must equal Form 990, Part X, column (B), line 10(c) ). ( d) Book value Schedule D (Form 990) E AZ3WW /28/2011 6:09 : 25 AM PAGE 14

15 Schedule D ( Form 990 ) Page 3 Investments - Other Securities. See Fomi 990, Part X, line 12. (a) Description of security or category (b) Book value (c) Method of valuation (including name of security) Cost or end-of-year market value Financial derivatives Closely-held equity interests Other Total. (Column (b) must equal Form 990, PartX, col (B) line 12) ORTIMF Investments - Prog ram Related. See Form 990, Part X, line 13. (a) Description of investment type (b) Book value I I Total (Column (b) must equal Form 990, Part X, col (B) line 13) 1 1 -,. Other Assets. See Form 99 Part X. line 15. (c) Method of valuation Cost or end-of-year market value Total (Column (b) must equal Form 990, Part X, col (B) line 15).... OffrAF-other Liabilities. See Form 990, Part X, line (a) Description of liability (b) Amount Federal income taxes DUE TO AFFILIATE 3,856. ' Book value Total. (Column (b) must equal Form 990, Part X, col (B) line 25 ) 1 3, FIN 48 Footnote In Part XIV, provide the text of the footnote to the organization ' s financial statements that reports the organization ' s liability for uncertain tax positions under FIN 48 9E12701 ODD Schedule D (Form 990) AZ3WW /28/2011 6:09:25 AM PAGE 15